Side Effects Include
by Bibliotecaria.D
Summary: Overlord could have just as easily lost. Fortress Maximus' coping mechanisms aren't great. Don't go in the basement…


**Title: **Side Effects Include

**Warning: **Mnemosurgery, memory loss, mindfragging. Dub/noncom. Dirty talk?

**Rating: ** R.

**Continuity: **IDW/MTMTE AU.

**Characters: **Fortress Maximus, Overlord

**Disclaimer: **The theatre doesn't own the script or actors, nor does it make a profit from the play.

**Motivation (Prompt): **_"_Amnesia + submissive/bottom Overlord" - rejected commission

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** Overlord could have just as easily lost. Fortress Maximus' coping mechanisms aren't great. Don't go in the basement…**

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It took months and an attack to get out of the brig.

Fortress Maximus honestly regretted what he'd done, and he'd asked the psychotherapist down to the brig to apologize for it. Apologizing got him out of the brig, in a sort of backward way. Rung never stopped advocating his release, and the apology played a key part when the D.J.D. attacked the ship.

Between the apology and the attack, Rodimus decided that Fort Max had earned release. Sitting down in the brig was serving no purpose, after all, and it wasn't like Rodimus could claim locking him away was the moral choice. The ship's third-in-command was_ Deadlock_. If Drift could walk about freely after defecting and repenting, surely an Autobot-to-the-struts mech like Fortress Maximus could get a second chance. It wasn't as if Fort Max had actually _killed_ anyone.

Rung was very good at making points the captain didn't want to hear. He'd gently but implacably brought this one out when Drift had been standing at Rodimus' shoulder. Said to in the presence of the mech with the highest Autobot kill-count aboard the _Lost Light,_ said by the mech who'd been closest to graying out from Fortress Maximus' rampage - well, it'd ground that point pretty sharp. Drift had sucked in a breath and looked stricken.

Rodimus had been reeling from Ultra Magnus' injuries at the time. His usual mulish attitude had been temporarily canceled out already, and then Rung had brought that out on him. The psychotherapist and Drift combined rendered their captain pliable. The former warden of Garrus-9 walked free.

Fortress Maximus played nice the first day out. One day was enough. Everyone was shocked numb by the carnage of the Decepticon attack, or subdued by Ratchet's grim outlook on Ultra Magnus' injuries. Rumor had it that it wouldn't be long until the Duly Appointed Enforcer's spark guttered.

Fort Max should have felt something over that, something other than relief that Ultra Magnus was out of the way. His second day free, Rodimus and Drift called an assembly to confess their (already revealed) sins to the crew. Red Alert was dead. No one else thought to keep an optic on who attended, as everyone assumed that everyone else would be there.

Well, Fortress Maximus wouldn't be going. He needed to go down into the basement, and during the announcement, nobody was around to stop him.

Trailbreaker and Cosmos gave it a try. They turned from watching the inside of the cell to blink at him as he came down the stairs, and identical expressions of uncertainty crossed their faces. He could see them wondering what they were supposed to do.

"Hey, you're not supposed to be down here," Cosmos said, glancing uneasily at his fellow guard. "I mean, **nobody's** supposed to be down here, but..."

"**Especially** not you." Trailbreaker seemed just as uneasy. Victim versus offender was a bad thing to get into the middle of any day, but the situation here was more complicated than simple guilt. There was no question that the mech in the cell was guilty of death, destruction, and torturing Fortress Maximus to scrap. He was guilty of torturing the scrap, as well. If there was a crime, this mech had done it, no question.

No question, but a lot of questions nonetheless.

The smile felt forced. "I'm not here to cause trouble. I just want to see him."

Cosmos and Trailbreaker relaxed a fraction when he didn't immediately fly into a rage. Fort Max's smile melted into a disgusted grimace, but he turned his face away to take the aggression out of it. He wasn't angry at them, after all, and he wouldn't be rampaging through them to get into the cell. The worst of his rage had burnt out during the fight, exhausted by battle. What he had left was heavily seasoned by confusion.

The Decepticon Justice Division hadn't been easy to repel, but it'd done the ex-warden a favor. The battle had drained everyone onboard, put fifty of the crew into the medibay, and apparently done Ultra Magnus in, but Fort Max's unstable emotions had been wrung out. He'd come out of the brig angry enough to chew steel, and he'd take that anger out on the D.J.D.. He'd gone into the fight angry, horrified, a little hysterical, and unable to deal with what he'd been told. Fighting had been the outlet he'd needed to run the gauntlet of extreme emotion.

It would never go away. Nothing would erase the hate in his spark, not for this mech, but going up against Tesarus and Helex had taken the intensity off his emotions. He could think clearly about things, now. He felt in control of himself for the first time in a long time.

The _Lost Light_ had seen the _Peaceful Tyranny_ coming from far enough out to throw a defense together. It'd been a desperate fight. Rodimus was an optimist, not a complete idiot. The D.J.D. outclassed all of the second-rate Autobots who'd ended up on this inane quest, so Rodimus had pulled all his aces out of their holes. Fortress Maximus hadn't been the only one taken out of the brig and shoved into combat.

Things had been too rushed and confused to really process Ultra Magnus' short briefing. The D.J.D. had found the Lost Light. The D.J.D. had attacked. All Autobots had been needed for the fight for their lives, so Fort Max had been conditionally released from the brig to join the fight. Ultra Magnus had come down to the brig in person to inform him that he wouldn't be permitted to derail and attack Overlord, who'd also been pulled from confinement for this fight.

Why was Overlord onboard? Ultra Magnus hadn't known at the time, and they hadn't had time to get an explanation from Rodimus. Overlord was on the ship, and that was what had been important. Why had Overlord been allowed loose? Because supposedly Overlord wasn't Overlord anymore. A mnemosurgeon had panicked and deleted a massive swathe through the Phase Sixer's mind.

Yeah, right. Fortress Maximus had been as skeptical as Ultra Magnus has sounded while saying the words. He'd believe it when he saw it.

He had. He still wasn't sure he believed it.

Hence the reason he was in the ship's basement, where a newly-lobotomized Phase Sixer had evidently been confined for a couple months now. According to Chromedome, Overlord hadn't once been unfettered, even after the mnemosurgery that wiped parts of his mind.

Chromedome probably hadn't meant for word of that to get out, but he'd been distracted trying to make amends to his tiny conjunx endura when Fort Max tracked him down after the battle. His distraction had served the ex-warden's purposes. He'd said more than he would have otherwise.

"Someone trained him in mnemosurgery," Chromedome had said shortly. "I don't know who or why, but he almost got the upper hand when I needled him. I couldn't let him get out." He'd looked away. "So I struck out before he could turn the tables."

Fort Max hadn't been the only Autobot listening closely. Every mech nearby had strained to listen in. "If you're trying to tell me he's some kind of new-forged - "

"He's not faking it!" Chromedome had said sharply. "I've been back inside his head. I checked. I...erased too much. He doesn't remember the war. He doesn't remember who he was, what he did, or..." An uncomfortable shrug had reminded the eavesdropping Autobots that the lurking specter of Shadowplay had never gone away. The agents of it had faded into the background, but they remained in use.

Case in point: Chromedome himself, and what he'd done in the basement.

The other Autobots had drawn back, but Fort Max had leaned in. The mnemosurgeon had met his focused stare and blown out a resigned breath. "He's useless for what Prowl wanted him for. He doesn't remember what he was, but he doesn't remember what was done **to** him, either. Most of his memory files are nothing but bad code."

The Autobots around Fort Max had started whispering, hushed curiosity darkening as word spread. The rumors had probably been what forced Rodimus and Drift to call an assembly. It was all damage control from here on out for them.

Allowing Prowl to put a Phase Sixer in the basement? Not a wise command decision. Almost letting that Phase Sixer loose because they were messing around in his mind trying to find how he was made? Also not wise. Wiping that Phase Sixer's mind and trying to hide the aftermath? That raised some ethical questions, and not good ones. Rumor had it that Rung was incensed. Ratchet could be heard shouting down the halls when the news reached him. Rodimus, Drift, Brainstorm, and Chromedome had been so preoccupied assuring everyone that Overlord was safe to use during the fight that they'd overlooked the ramifications of basically telling everyone they'd been holding an innocent mech prisoner and mind-raping him in the name of a war that was supposed to be over.

Fort Max had had the downtime to think about that, once he'd fought the absolute sweeping rage and horror out of himself. He'd had nothing to do but think, after the fight. He'd been confined in the brig, alone with his thoughts until Rodimus decided he could be let out.

He hadn't seen Overlord during the fight. Ultra Magnus had prudently kept them separate, positioning them on opposite ends of the ship to split the ship's heavy-hitters. It'd kept Fort Max from freaking out. Ultra Magnus must have known the ex-warden would drop everything to attack Overlord out of sheer reflex if he'd seen him, orders or no.

Fortress Maximus had locked himself in the security archives after getting out of the brig. With Red Alert gone, it'd been easy to acess the security footage of Overlord fighting. He'd watched the video over and over again. He'd watched Overlord go up against the D.J.D..

The Phase Sixer had come out of the basement in stasis cuffs, sneering down his nose at the frightened, hostile Autobots gaping at him. He'd rubbed his wrists after Ultra Magnus released him, given the Duly Appointed Enforcer a look of total contempt, and loaded the gun he'd been handed without a hitch. Nothing about that seemed off, but then the ship's hull had exploded open. Nobody had been braced for it. Overlord had gotten up, shaken his head clear, and blinked in baffled surprise as Tarn and Vos charged straight at him.

He'd almost lost the fight. That, more than anything else, convinced Fort Max of the truth of Chromedome's story. The Phase Sixer fought, but Fort Max had seen Overlord fight before. The mech on the screen had fought by ingrained circuit-level reaction, not by conscious skill. It hadn't made him less fearsome, but it'd made him less effective. The Overlord Fort Max had seen on the screens wasn't the Overlord who'd torn apart Garrus-9.

It'd been hard to analyze the fight past the haze of hatred. Fort Max had watched the footage over and over until the jittery edge of panic had worn off. Once he could think past it, hatred had turned to something more thoughtful. Thoughtful, he'd watched the fight. Thoughtful, he'd waited for the assembly to get into full swing. Thoughtful, he'd headed down to the basement.

His optics were drawn to the portholes into the cell. There was a dim shape barely visible inside. It wasn't moving. Or was it?

Fortress Maximus squinted. "What's he doing?"

Cosmos and Trailbreaker glanced over their shoulders, uneasiness transferring to muted fear. T hey were here to guard Overlord, and that was an assignment to give anyone nightmares. They exchanged a speaking look, wordlessly arguing about who had to answer.

"Pacing," Trailbreaker said at last, bravado winning. Who, him? Scared? Pfft, no. "It just takes him a really long time to go back and forth. Er, no, I guess it takes the same amount of time, but not...out...here?" He scratched the top of his helm. "Time displacement thingie's on."

"There's a time dilation field inside the cell. From out here, he looks like he's in slow motion," Cosmos explained more coherently.

The ex-warden watched the glacial progress of a single step. Anger simmered, but it didn't boil over. "The two of you get out of here. I'm taking over."

"What? I don't think we're allowed to do that."

"We're definitely not allowed to do that."

He narrowed his optics at them, unaware of the wild rage shining through. "I'm a - I **was** a prison warden. He's a prisoner. I'm not going to do anything."

Trailbreaker had the bearings to scoff. "Sure you aren't."

Time to change tactics. "I spoke with Chromedome. I know that isn't," he faltered, playing the victim card, "he isn't Overlord. My grudge is with Prowl, not him. I just need something to do. Something to spite that fragger." He rubbed the wrist of one hand as if remembering shackles, looking away to fidget even while filling his voice with all the frustrated anger he truly felt toward Prowl. "I want O-Overlord alive if it's the bolt I need to screw Prowl's casket shut. If I can guard him, it'll - " He swallowed. His throat felt too tight. When had this become a real reason? "It'll help. Me. I - I'll feel better, I think."

Cosmos and Trailbreaker were good Autobots. They didn't surrender guard duty to him just like that. Fortress Maximus had to wheedle, piling on how much he hated _Prowl_, how much everything at Garrus-9 had been _Prowl's_ fault, how Overlord being aboard was on _Prowl's_ shoulders, how the D.J.D. finding them came back to _Prowl,_ how Ultra Magnus was dying because of _Prowl_.

Every word he said was true, and the truth of what he was saying sank into Fort Max the more he said it, but it was truth twisted to his purposes. He'd led an entire prison garrison. Psychotic break aside, he was good at talking to people. By the time he finished, Cosmos and Trailbreaker reluctantly wanted to believe every word he said.

"Call someone, if you don't believe me," he said at last, knowing the crew assembly had to be nearly over, if not broken up by now. Calling someone would result in an audio-full of Rodimus' questionable choices as a captain. Calling would give them every reason to leave their assigned posts to catch up on the gossip. Cosmos and Trailbreaker's optics kept getting wider the longer they listened to what had been going on upstairs.

Good.

They left. Fortress Maximus schooled his expression to something appropriately solemn in case either one looked back. Good Autobots, both of them. Just not disciplined.

He waited until they were out of sight to unlock the cell. Everything he'd said about Prowl was true, but it wasn't _enough._

Time sped up inside the cell, and the pacing mech inside met Fort Max's glare with an insolent smirk. "Ah, finally, something to relieve the tedium. It's so boring, being a prisoner." Overlord pulled at the heavy-duty cuffs holding his arms behind him. His helm cocked to the side at the ex-warden's flinch, and his optics lit in disturbingly gleeful interest. "Do I know you, Autobot?"

Standing in the door, Fort Max couldn't make himself step inside. His voice temporarily fled, disappearing into a shortness of breath as his ventilation system kicked into a hitching stutter that panted air without cycling it. He hadn't realized how afraid he still was.

Overlord's brow ridges furrowed, plush lips turning down. The glee drained away into faint doubt. Suddenly disquieted, the Phase Sixer gave him a hard look, studying him from helm to foot. "Should I know you? You look - I don't know you," he interrupted himself, but he said it as if he could convince himself of his words if he said them out loud. He dropped his tone and his optics, vaguely unnerved by the empty return in his mind. "I don't know you."

Fortress Maximus controlled his breathing, forcing his fanrate down. "You should know me."

Arrogance swept back in, and Overlord smiled at him. "Well, then. Who are you?"

This wasn't Overlord. This was a shadow. A body worn by a different mind. In the back of amused optics, Fort Max could see the person choosing every move made, every word said with all the care of someone walking into a minefield. As long as he watched those optics, the ex-warden could breathe easier.

He steeled himself and met them. "I'm your guard," he said. He glanced up at the suspension restraint structure above their heads. According to Chromedome, that was where Overlord had been bound for months. Its presence was reassuring, but he'd feel much safer if Overlord were actually strapped into it.

Overlord's optics flared. It was the smallest hint of vulnerability, a hidden flinch, but Fort Max caught it as he looked back to the Phase Sixer.

"Are you," Overlord said flatly. "And where have you been before now?" His feet shifted on the floor, setting into a fighting stance. Arms cuffed behind his back, he prepared to resist while striving to appear normal.

Overlord had always been bored. Fortress Maximus remembered that well. From what he'd been told after waking up, the entire debacle at Garrus-9 had been done simply from boredom. The Phase Sixer had become so jaded by war that he'd set out to provoke Megatron into a fight that would provide him the excitement and challenge he craved.

Fort Max glanced up at the equipment again, restraints equal to a Phase Sixer's strength, and paused to imagine how well this mech would have handled months strapped down without any company but a mnemosurgeon's occasional visits. No wonder he was prepared to fight being tied down again.

Overlord blinked at his smile. Apprehension crept into the back of red optics as the ex-warden stepped forward to reach up toward the restraints. He covered it, of course, but his careless laugh was strung too tight to be convincing. "I** see**. You're one of **those** guards!" He paused half a second, waiting for Fort Max to take the bait and ask what he meant - _trying_ to offend, deliberately trying to provoke a defensive reaction - but the Autobot didn't rise to the bait. "I must say, I had no idea the Autobots provided dates for their uglier guards. Do all your frags need to be tied down, or am I special?"

There were a dozen different ways Fortress Maximus could have taken the crude suggestion, but he didn't. He listened to the nervousness far under the Phase Sixer's overbearing confidence and gave Overlord a cocky look of his own. Who was on top now, hmm?

He smiled, letting his hate and anger burn through. "Are you saying you don't need the restraints?"

For a long moment, Overlord stared. He just stared.

Then he threw his head back and laughed, genuinely entertained.

"No," he said after a few minutes. It took him that long to calm down enough to speak. "No, I don't believe I do. What did you have in mind, oh guard of mine?"

A smirk continued to twitch the corners of his absurd lips. It was clear he didn't believe Fortress Maximus would follow through, but he was amused enough to follow along wherever the mad Autobot led him. Maybe it was the threat of restraints. Maybe it was boredom. Maybe he was still puzzling over whether or not he actually knew Fort Max.

Whatever the reason, he was looking at Fort Max in delight. What fun!

Fortress Maximus looked back at him. He hoped his racing thoughts couldn't be seen. Overlord had played so many mindgames on him. He didn't dare trust the heady feeling of being the one in charge of the game this time.

Yet...this wasn't Overlord. Not really, not inside, but - this was_ close enough._

"Turn," he said, voice rough. His plating crawled as stepped close enough to reach the back obediently turned to him. His hands shook slightly as he clicked the stasis cuffs off Overlord's forearms.

He dropped them and stumbled back, tense. He didn't know what to expect, but he was ready for anything.

Massive hands flexed, feeling out their freedom. The Phase Sixer brought his arms down to his sides and rolled his shoulders. Fort Max watched him shake the stiffness out, taking his time. Only once the last cable had been flexed did Overlord turn to face him again.

And slide gracefully to his knees, lush lips pursed. "Is this how you want me, hmmm?"

Tempting, but only for a second. Panic welled from the base of the Autobot's tanks. He stomped it down, but it fed the sense of horror trying to grip his mind. He didn't want Overlord to touch him, much less touch Overlord himself. The idea alone sent his fuelpump hammering in a jackhammer thump inside his chest.

"Get up," he ordered, low and fast. "Get up and turn around. Put your hands against the wall."

Impossible as it seemed, the Decepticon _did it._

Vents wide open, Fort Max tried to keep his breathing quiet as he took that obedience in. Look. Overlord was obeying him. Calm down, calm down, calm down. He drank in the sight of Overlord casually leaning against the wall, good humor all but radiating from his back.

"Spread your legs."

That got an amused look over one shoulder, but Overlord stepped his legs apart like a prisoner waiting to be frisked. A loud click announced he'd taken the initiative in opening his interface panel. He tipped his hips back like a taunt. Come and get him, Autobot.

Fortress Maximus' fuel pump started to hammer, but not from arousal. His feet were frozen to the floor. _He_ _couldn't do this_.

He wouldn't back down, however. He couldn't. Overlord peered over a shoulder, optics crinkled at the corners from a sly smile, and the ex-warden gathered his shreds of composure tight. No. Overlord wouldn't win again. Fort Max was in control, here. He had to put Overlord in his place.

If he couldn't dominate the Phase Sixer with a hard frag, he'd have to get creative.

Overlord arched his back a little further, presenting his valve. The rim glistened with a smear of lubricant. "Well?"

Fortress Maximus gave the open door a glance. He estimated at least half an hour before someone thought to check on them, perhaps more if the _Lost Light _was in an uproar over everything. That would hopefully give him enough time for this.

He backed up to lounge against the wall beside the door, folding his arms across his chest. "Well. Well, give me a show," he said as level as he could.

Overlord straightened, surprised. "A show."

It was hard to wrangle his face into boredom instead of fear. "A show. Show me," he made a gesture encompassing all of the Decepticon braced against the opposite wall, "this. Tell me what you wish I'd do to you. I want to hear what you want me to do to you." He snorted and jerked his chin at the telltale lubricant. "You're obviously picturing it already. What's got your engine's going?"

Embarrassment didn't come naturally to a slagheap like Overlord. The optics eyeing him over a shoulder were intrigued and a little confused, not embarrassed.

"Pain," Overlord started. His words dragged out slow, half disbelieving and half thoughtful. "I rather thought you'd pound my face?"

He made it a question, and Fort Max grinned. "There's always next time." He paused for effect. "**If** I like what I hear this time."

"Hnn." Overlord's smile was over-indulgent. He'd humor the strange request. "Next time, you should put me on my knees. Push me down, Autobot. You're big enough for it. Seize my neck and pull down until I have to kneel or be thrown to the floor. Make me kneel, and take my helm - " One huge left the wall to lift toward his helm antenna.

"I didn't say you could move!" Fort Max barked.

The hand stopped. The fingers closed into a loose fist, and Overlord pressed it back to the wall. His smile faded around the edges as he studied Fort Max. "So you didn't. I like this commanding attitude, Autobot. You should keep it." He shut off his optics and shook his head. "Put me on my knees and order me to open my mouth. Dig your fingers into the back of my helm and make me take you to the hilt."

Rich proposition filled Overlord's lewd words, but the ex-warden refused its lure. He remembered this. Overlord's pretense of culture was a front, a mask that didn't last once he got really excited. Right now, the Phase Sixer was attempting to tease Fort Max into action. What Fortress Maximus wanted was to pierce that control and turn the lust back on him.

He knew how to do it.

"Say it," he said in a low voice. "Say what you want me to make you take."

Overlord's optics blinked back on, and he gave him an unreadable look. "Your **spike**, Autobot. Make me **suck your** **spike** until you **overload**."

"What's it feel like?"

Overlord slanted a wry look at him, but Fort Max didn't budge.

"Tell me exactly what you feel with my spike in your mouth."

Overlord drummed his fingers against the wall for a minute, turning that over in his mind. "Thick and hot. Electric. I'll probably feel your pulse on my tongue. Against my lips, too. The more I suck you, the faster it'll go." He eyed Fort Max in accessment. "You're big enough to stick it down my throat. I'll swallow around you, but my intakes won't be able to close. Ram it in hard enough, and you'll dent the back of my throat." The tip of his tongue wet his lower lip. "Yank me down your spike and grind my face into your array. Take the paint off my nose as you frag my mouth until my lips split. Thrust in hard." His hips jerked illustration. It was a sharp, short, violent move. Fort Max controlled an instinctive wince in memory, but Overlord didn't notice. He seemed lost in imagining. "Keep a hold on my helm and stop me from moving even if I gag. Especially if I gag. Use my split lip to lube up and push me down on your spike to taste it. Don't let me up until you overload."

"What about when I overload?"

A swallow worked Overlord's throat intakes, just barely visible, and his lips parted. He breathed in and out before answering. "Pull back. Pull back with your hands on top of my helm to hold me where you want me, right in front of you. Use your other hand to pump your spike. Rub it down my face, and put it...put your spike right in front of my mouth." He swallowed again. "But don't let me suck it. If I lick at you, backhand me. Hard. Hit me across the face until the only thing keeping me up is your hand on my helm, and then pump yourself faster." His head dropped, and Fort Max couldn't see his face anymore. "Come on my face while I'm still dizzy."

Fortress Maximus took a minute to digest that image. He waited for an addendum, a smart-mouthed sarcastic remark to peel the warm flush of interest back and reveal the poison, but Overlord stood in silence. No, not quite silence. At some point, the Phase Sixer's fans had begun whirring.

The Autobot cycled a deep breath. "Your spike."

Overlord shifted his weight. "What about it?"

"How do you know I won't want it, not your mouth?" The way Overlord perked up, the mech hadn't given it a thought. It gave Fort Max a boost of confidence. He filled his voice with it. "Tell me what you want me to do to your spike."

A second panel clicked open, but this time the Autobot thought it'd been an involuntary response. Overlord was falling further, getting into narrating what he wanted. Fort Max could see his spike pressuring. It hung low but bobbed upward as Overlord started talking.

"Kinky, Autobot. I don't think you'd ride me." The Phase Sixer turned his helm for another accessing look. "You really do enjoy watching. Do you think this humiliates me? I could jack off for you. Would you like that?" Whether or not Fortress Maximus would enjoy watching, the curl of Overlord's fingers against the wall betrayed how much the Decepticon would enjoy being watched.

Fort Max struggled for a leading question. He had bad memory refluxes of Overlord's spike. It was hard to word a question around his revulsion. "I'd like you on your knees."

Overlord took the idea and ran with it. "But not pushed down this time. Order me down. Tell me get on my knees and expose myself. Order me to stroke my spike up. Tell me what you think of it." His hips twitched. "Nothing positive, I'm sure, but you'll still tell me to show me what I can do. You like giving orders. I can be very obedient. I can do as I'm told." He made obedience sound absolutely filthy, and Fort Max couldn't even pretend it wasn't.

The smirk tossed over Overlord's shoulder held a dare. "Maybe you help me along."

Ice abruptly skimmed over Fort Max's spark chamber. "No, I don't."

Overlord blinked. His optics dropped to the Autobot's folded arms. Clenched fists hid behind Fort Max's elbows, but his tension showed. It wasn't the tension of restrained lust. "Ah-ha. I don't think you're as interested in using my spike as you suggested." Overlord's smirk reappeared, darker. "I think you want to abuse it."

"Do you have a **problem** with that?" Fort Max snapped, and Overlord laughed, helm thrown back.

His feet scraped against the floor as he spread his legs wider. "Not at all! But what would you do to me? Ah, that's the question!" He seemed oddly exhilarated by the rejection, optics sparkling in sudden twisted thought. "I bet you want to hurt me. You'd like that. You'd like to use my spike to hurt me."

Fortress Maximus stared at him. His hands clenched and unclenched.

Yes. He would.

"...show me. Don't turn around!" he ordered, and Overlord stopped dead. "One hand only. Other hand on the wall. Do it!"

One hand left the wall. "So many rules," the Decepticon purred. "Are you always like this, or is it just me?"

Fort Max smiled, tight and unamused. "Too bad you don't remember."

He could see that strike home. Overlord stiffened for a split second.

"Isn't it," he said softly. "I wonder just what I'd remember. I wonder if I'd remember just what makes you want to **twist** my spike." His arm moved, hand out of sight, and an unhealthy surge of something hot and harsh poured down Fortress Maximus' back. "**Pinch** it. **Pull** it." His arm jerked, and his thighs tensed. His hand came into view between his legs, locked in a too-tight grip around his stiff, straining spike. "You want to **hurt** it. Hurt **me**. What could it be that makes you want to do that to someone?"

"Just you," said Fort Max, but it was nearly an unintelligible growl.

Overlord's shoulder rose in an uncaring shrug, but his fans clicked into high gear at whatever pain he inflicted on his own equipment. "All that hate just for me? Ah! Ahh, wonderful. I think you should - hit me. Like this." Metal clanged on metal, whapping over and over again in a wet slap of hand on spike. "Harder. **Harder**." His hand swung into sight, appearing from side to side as he spanked his spike in time with the bucking of his hips.

A strange, perverse anticipation mounted in the Autobot as he watched, but he kept himself in check. Overlord's words panted in crude bursts between slaps. Fort Max waited until the words stuttered, the rhythm beat faster.

"Do you honestly believe I'd make you overload like that?" he asked, cutting through Overlord's violent pleasure right on the cusp. Overlord froze, one hand raised and the other hand tensed into a claw on the wall tensed. "No matter what you **wish** for, I wouldn't. I want you to **feel** it, Pitslag, not revel in it like a turbofox in an oil patch. I want you to **remember**."

He'd picked the right words, or perhaps it was how they tore out of him. The ex-warden pushed off the wall and stood there, fists shaking at his sides and teeth gritted. Overlord stared over his shoulder at him, face sliding from slack shock to a weirdly taken aback expression, and finally into comprehension. His raised hand gradually lowered back out of sight behind his body, but the Autobot didn't see his arm move to palm his spike. Overlord just stood there and stared.

Silence filled the cell.

The slow scraping slide of metal broke it. Between spread thighs, fingers stroked. Gently, incredibly gently, they explored the rim of Overlord's valve. The Phase Sixer's optics never left Fortress Maximus, but the plating on his back shuddered as one finger dipped in. One, then two. They rubbed, slicked by lubricant and urged on by the short, aborted thrust and roll of his hips. Wet fingertips dabbled around the rim, spreading lube around as they spiraled in to play in and out of the valve. Shallow thrusts just barely penetrated before they withdrew to stroke again.

When Overlord arched, the Autobot across the cell could see the flex and frustrated clench his valve. It grasped greedily after the too-soft caress of fingertips. Overlord's vents gaped, fans spinning. Gentle, slow stimulation drove his body up in a steady, tormenting build of pressure. Pleasure mounted in long waves like a ratchet tightening a bolt. There were no sudden blasts, no changes, no distractions. The syrupy warmth blooming from deep within Overlord's array grew at the unhurried pace of lubricant dripping. Charge lapped the inside of his valve, down and up in waves. His fingers shook from the strain of not speeding up. Lubricant slid down to coat his fingers, thick fluid stealing the hint of friction heat constant rubbing had managed.

Fortress Maximus could feel the cell's temperature rise, but he didn't look away. Overlord maintained optic contact, and he couldn't look away from the challenge in the Decepticon's optics. Fingers did their small busywork at a steady rhythm in his peripheral vision, but he refused to look directly at it. He had the strange feeling that looking would break the spell and free Overlord to plunge loose, fingers digging in to find satisfaction in a frantic burst. The Phase Sixer would ride those fingers to a triumphant climax if he broke optic contact.

He would not allow Overlord to win this time.

Overlord's optics squinted, holding his gaze by sheer willpower as overload closed crushing pressure around him. His thighs trembled hard, valve clenching in in in in, and he finally surrendered, optics dimming toward black and his lips parting in a soundless moan. The jolting _twist_ of release seized him, jerking his hips. Pleasure rose up and fell.

The Autobot watching him could almost see the heavy tide of it sapping the strength from his joints.

Fortress Maximus wasn't happy, but he smiled anyway.

Overlord made no move to stop him as he yanked the mech's arms up for the stasis cuffs. Red optics were hazy with afterglow, and full lips were relaxed in a lazy smile that didn't change as Fort Max pushed him face-first into the wall. A thread of lubricant trickled down the inside of one thigh. Fort Max slapped the cuffs on and stepped back. The Phase Sixer's spike still stood stiffly at attention, but he wasn't about to help out with that.

Overlord didn't ask him to. He just slid down to sit on the floor, back to the wall and expression sated. He almost seemed to enjoy the ache of his needy spike.

"Remember," Fort Max repeated grimly as he turned to leave.

"Oh, I'll remember, Autobot. For next time, hmm?"

The ex-warden paused on the threshold. Revulsion fought a dawning corruption. "I'll think about it."

Laughter followed him out.

* * *

**[* * * * *]**


End file.
